Phase IIA Open Label Study to Evaluate Efficacy and Safety of BL-8040 Followed by (hATG), Cyclosporine and Methyprednisolone in Adult Subjects With Aplastic Anemia or Hypoplastic Myelodysplastic Syndrome

Inclusion Criteria:

Adult men and women aged 18 and older
Patient must have the ability to understand the requirements of the study and provide informed consent.

Patients with the diagnosis of severe AA, who are not currently candidates for an allogeneic stem cell transplant, fulfilling the following criteria:

BM cellularity < 30% and
Peripheral blood (PB) showing at least two of the following criteria:

Absolute neutrophil count (ANC) < 0.5 k/µL Platelet count < 30 k/µL Absolute reticulocyte count < 60,000/µL

Patients with recurrent/relapsed AA will be eligible for the trial as long as they were not previously refractory to hATG-based therapy and the relapse occurred > 3 months after response.

Patients with Hypoplastic MDS defined as MDS with marrow cellularity of:

< 30% for patients < 60 years,
< 20% for patients ≥ 60yrs.
Patients must have been off of cytotoxic, immunosuppressive (except steroids), or targeted therapy, including standard and investigational treatments for AA, for at least 1 week or 5 half-lives whichever comes later, prior to entering this study, and have recovered from the toxic effects of that therapy to Grade 1 or less.

Adequate organ function as defined below:

• Liver function:

a. Total bilirubin < 2.0 mg/dL (34 µmol/L) b. AST and/or ALT <3 x ULN

Kidney function: creatinine < 2.5 x ULN.
ECOG performance status of ≤ 2.
Women of childbearing potential and all men must agree to use an approved form of contraception (e.g. oral, transdermal patch, implanted contraceptives, intrauterine device, diaphragm, condom, abstinence or surgical sterility) prior to study entry and for the duration of study participation through 30 days after the last dose of the last treatment drug. Pregnancy testing is not required for post-menopausal or surgically sterilized women.
Subject is able and willing to comply with the requirements of the protocol.
Subject or a legal guardian is able to voluntarily provide written informed consent.

Exclusion Criteria:

1. Known allergy or hypersensitivity to any of the test compounds, materials or contraindication to test product.

2. Patients who have had any major surgical procedure within 14 days of Day 1. BM biopsy is not considered a major surgical procedure.

3. Pregnant women are excluded from this study because the agents used in this study have the potential for teratogenic or abortifacient effects. Because there is an unknown but potential risk for adverse events in nursing infants secondary to treatment of the mother with these agents, breastfeeding should be discontinued if the mother is being treated on this trial.

4. Seropositive for HIV antibodies (HIV1 and HIV2), Hepatitis C antibody (Hep C Ab) or a Hepatitis B carrier (positive for Hepatitis B surface antigen [HBsAg]).

5. Life expectancy of ≤ 2 months. 6. Subjects with a clinically significant or unstable medical or surgical condition or any other condition that cannot be well-controlled by the allowed medications permitted in the study protocol that would preclude safe and complete study participation, as determined by medical history, physical examinations, ECG, laboratory tests or chest X-ray. Such conditions may include:

• Unstable cardiovascular conditions at Baseline including but not limited to:

Symptomatic ischemia, or
Uncontrolled clinically significant conduction abnormalities (e.g., ventricular tachycardia on antiarrhythmic agents are excluded; 1st degree atrioventricular (AV) block or asymptomatic left anterior fascicular block/right bundle branch block (LAFB/RBBB) will not be excluded); or
Congestive heart failure (CHF) NYHA Class ≥ 3, or

Myocardial infarction (MI) within 3 months. • Presence of active, uncontrolled infection. • Known central nervous system illness (e.g., Alzheimer's disease).

A gastrointestinal disorder that may affect the absorption of study medication.
Use of alcohol or drug use that may interfere with the patient's ability to participate in the study.
Unstable psychiatric disorder that would render the patient unable to comply with study requirements.
Any malignancies in the 3 years prior to Baseline, excluding basal cell carcinoma, in situ malignancy, low-risk prostate cancer, cervical cancer after curative therapy.

A co-morbid condition that, in the Investigator's opinion, renders the subject at high risk for treatment complications.

7. Unable to comply with study requirements in the opinion of the Investigator.